Tudor Gold Announces $10 Million Financing with Participation by Eric Sprott Base Shelf Prospectus Accessible and Prospectus Supplement to be Accessible on SEDAR+ within 2 Business Days
NEWS RELEASE
Tudor Gold Announces $10 Million Financing with Participation by Eric Sprott
Base Shelf Prospectus Accessible and Prospectus Supplement to be Accessible on SEDAR+ within 2 Business Days
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, BC, May 14, 2025 - Tudor Gold Corp. (TSXV: TUD) (Frankfurt: H56) (the "Company"
or "Tudor Gold") announces that it has entered into an agreement with Research Capital Corporation,
as the lead agent and sole bookrunner (the “ Lead Agent ”), on behalf of a syndicate of agents
(collectively, the “Agents”), in connection with a best efforts offering of securities of the Company (the
“Offered Securities”) for aggregate gross proceeds to the Company of approximately $10,000,000 in
a combination of:
• non-flow-through units of the Company (the “NFT Units”) at a price of $0.50 per NFT Unit, to
be issued under a prospectus supplement to the Company’s final short form base shelf
prospectus dated August 2, 2023 (“Prospectus Offering”). Each NFT Unit will consist of one
common share of the Company (a “Common Share”) and one-half of one Common Share
purchase warrant (each whole warrant, a “Warrant”);
• flow-through units of the Company to be sold to charitable purchasers (the “Charity FT
Units”) at a price of $0.75 per Charity FT Unit, to be issued pursuant to the Prospectus
Offering. Each Charity FT Unit will consist of one Common Share that will qualify as “flow-
through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the
“Tax Act”) that will be issued as part of a charity arrangement and one-half of one Warrant;
and
• flow-through units of the Company (the “FT Units”) at a price of $0.60 per FT Unit, to be issued
under a private placement pursuant to applicable prospectus exemptions in accordance
with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (“Private
Placement Offering”, and together with the Prospectus Offering, the “Offerings”). Each FT
Unit will consist of one Common Share that will qualify as “flow-through shares” within the
meaning of subsection 66(15) of the Tax Act and one-half of one Warrant.
Each whole Warrant shall entitle the holder thereof to purchase one Common Share (a “ Warrant
Share”) at an exercise price of $0.75 per Warrant Share at any time up to 36 months following the
closing of the Offerings.
Mr. Eric Sprott, through 2176423 Ontario Ltd., has indicated his intention to participate in the
transaction.
The Agents will have an option (the “Over-Allotment Option”) to offer for sale up to an additional 15%
of the number of Offered Securities sold in the Offerings, which Over-Allotment Option is exercisable,
in whole or in part, at any time and from time to time up to 30 days following the closing of the Offerings.
The Offerings are scheduled to close on or about May 29, 2025, or such other date as agreed upon
between the Company and the Lead Agent (the “ Closing”) and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including the approval of the TSX
Venture Exchange.
The net proceeds from the sale of NFT Units will be used for the Company’s working capital
requirements and other general corporate purposes. The gross proceeds from the sale of FT Units
and Charity FT Units will be used for exploration expenses on the Com pany’s Treaty Creek flagship
property, located in Golden Triangle of northwestern British Columbia.
The gross proceeds from the issue and sale of the FT Units and Charity FT Units will be used for
Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration
expense” in subsection 66.1(6) of the Tax Act, "flow throu gh mining expenditures" as defined in
subsection 127(9) of the Tax Act that will qualify as "flow-through mining expenditures", and “BC flow-
through mining expenditures” as defined in subsection 4.721(1) of the Income Tax Act (British
Columbia) (the "Qualifying Expenditures"), which will be incurred on or before December 31, 2026
and renounced with an effective date no later than December 31, 2025 to the initial purchasers of FT
Units and Charity FT Units, and, if the Qualifying Expenditures are reduced by the Canada Revenue
Agency, the Company will indemnify each FT Unit and Charity FT Unit subscriber for any additional
taxes payable by such subscriber as a result of the Company’s failure to fully renounce the Qualifying
Expenditures as agreed.
In connection with the Prospectus Offering, the Company intends to file a prospectus supplement (the
“Supplement") to the Company’s short form base shelf prospectus dated August 2, 2023 (the “Shelf
Prospectus"), with the securities regulatory authorities in all provinces of Canada, except Quebec ,
within two (2) business days of the date of this news release. Access to the Base Shelf Prospectus,
the Prospectus Supplement, and any amendment to the documents is provided in accordance with
securities legislation relating to procedures for providing access to a shelf prospectus supplement, a
base shelf prospectus a nd any amendment. The Prospectus Supplement (together with the related
Base Shelf Prospectus) will be available on SEDAR+ at www.sedarplus.ca.
The FT Units will be offered to accredited investors in each of the provinces of Canada pursuant to
applicable prospectus exemptions in accordance with National Instrument 45 -106 - Prospectus
Exemptions and will have a statutory hold period of four months and one day from Closing.
In connection with the Offerings, the Agents will receive an aggregate cash fee equal to 6.0% of the
gross proceeds from the Offerings (including in respect of any exercise of the Over-Allotment Option)
and the Company will grant the Agents, on date of Closing, non -transferable broker warrants (the
“Broker Warrants”) equal to 6.0% of the total number of Offered Securities sold under the Offering s
(including in respect of any exercise of the Over -Allotment Option), other than proceeds from the
Company’s president’s list in which the cash commission and Compensation Warrants will be reduced
to 3.0%. Each Broker Warrant will entitle the holder thereof to purchase one Common Share at an
exercise price of $0.50 per Common Share for a period of 36 months following the Closing.
The securities being offered pursuant to the Offerings have not been, nor will they be, registered under
the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This news release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Tudor Gold
TUDOR GOLD C ORP. is a precious and base metals exploration and development company with
claims in British Columbia’s Golden Triangle (Canada), an area that hosts producing and past -
producing mines and several large deposits that are approaching potential development. The 17,913
hectare Treaty Creek project (in which TUDOR GOLD has a 60% interest) b orders Seabridge Gold
Inc.’s KSM property to the southwest and borders Newmont Corporation’s Brucejack property to the
southeast.
ON BEHALF OF THE BOARD OF DIRECTORS OF
TUDOR GOLD CORP .
"Joe Ovsenek"
Joe Ovsenek
President and Chief Executive Officer
For further information, please visit the Company's website at www.tudor-gold.com or contact:
Chris Curran
Vice President of Investor Relations and Corporate Development
Phone: (604) 559 8092
E-Mail: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Statements regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian secu-
rities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the
activities, events or developments that the Company expects or anticipates will or may occur in the future,
including the completion and anticipated results of planned exploration activities, the ability of the Company
to complete the Offerings on the proposed terms or at all, statements regarding the tax treatment of the FT
Units and Charity FT Units and the timing to renounce all Qualifying Expenditures, the anticipated use of
proceeds from the Offerings and receipt of regulatory approvals with respect to the Offerings. Generally,
but not always, forward-looking information and statements can be identified by the use of words such as
“plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or
“believes” or the negative connotation thereof or variations of such words and phrases or state that certain
actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the
negative connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among
others, that the Company ’s planned exploration activities will be completed in a timely manner , that the
Company will be able to complete the Offerings on the terms as anticipated by management, that the Com-
pany will use the proceeds of the Offerings as anticipated, and that the Company will receive regulatory
approval with respect to the Offerings. Although the assumptions made by the Company in providing for-
ward-looking information or making forward-looking statements are considered reasonable by management
at the time, there can be no assurance that such assumptions will prove to be accurate.
There can be no assurance that such statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company ’s plans or expectations include the risk that the Com-
pany will not be able to complete the Offerings on the terms as anticipated by management or at all, that
the Company will not use the proceeds of the Offerings as anticipated, that the Company will not receive
regulatory approval with respect to the Offerings, risks relating to the actual results of current exploration
activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost over-
runs, availability of capital and financing, general economic, market or business conditio ns, regulatory
changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to
time in the filings made by the Company with securities regulators.
Although the Company has attempted to identify important factors that could cause actual results to differ
materially from those contained in the forward-looking information or implied by forward-looking information,
there may be other factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance that forward -looking information and statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers
should not place undue reliance on forward-looking statements or information.
The Company expressly disclaims any intention or obligation to update or revise any forward-looking state-
ments whether as a result of new information, future events or otherwise except as otherwise required by
applicable securities legislation.